AZANZI PLATFORM TERMS AND CONDITIONS

1. Definitions

1.1 The following definitions apply in this Agreement:

1. Agreement these terms and conditions together with any Order Form.
2. Authorised Users means those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Services.
3. Azanzi means Azanzi Limited, a company registered in England and Wales with company number 14816784 and registered office at Unit 3-4 Strood Park Farm House, Strood Lane, Warnham, West Sussex, United Kingdom, RH12 3PF.
4. Azanzi Platform means the Azanzi website, available from [www.azanzi.co].
5. Charges means the charges for the Services detailed on the Azanzi Platform or in an Order Form at the time the Subscriber subscribes to the Services, or as notified to the Subscriber from time to time.
6. Commencement Date means, in respect of:
   1. Free Users, the date of registration on the Azanzi Platform; and
   2. Subscribers, the date the Subscriber subscribes to the Services on the Azanzi Platform, or otherwise as set out in the Order Form.
7. Customer means Free Users and Subscribers.
8. Customer Data means the data inputted by the Customer or Authorised Users on the Customer's behalf for the purpose of using the Services or facilitating the Customer's use of the Services.
9. Free Users means users who have registered for a free account on the Azanzi Platform.
10. Intellectual Property Rights means patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
11. Order Form means an order form made between Azanzi or an authorised Azanzi reseller and a Subscriber (as amended by the parties in writing from time to time), setting out the scope of the Services to be provided, the associated Charges and any further terms relating to the supply of Services by Azanzi to the Subscriber.
12. Services means the provision of access to a Customer’s Authorised Users to the Azanzi Platform, from which the Authorised Users may be able to evaluate, publish, and share information about a company's compliance. In respect of:
    1. Subscribers, the degree of access to the Azanzi Platform, and the number of Authorised Users permitted, will be set out in the Order Form, or specified on the Azanzi Platform at the time the Subscriber subscribes to paid Services; and
    2. Free Users, access to the Azanzi Platform shall be limited to those services and access rights made available to such Free Users by Azanzi in its sole discretion from time to time.
13. Subscribers means users who have subscribed for paid services through the Azanzi Platform, via an authorised Azanzi reseller, or pursuant to an Order Form.
14. Subscriber Initial Term means in respect of Subscribers, the initial subscription term specified at the time the Subscriber subscribes to paid Services on the Azanzi Platform, or in the Order Form.
15. Subscriber Renewal Term means in respect of Subscribers, a term of equal length to the Subscriber Initial Term.
16. Free User Term means in respect of Free Users, the period during which the Free User or its Authorised Users uses or accesses the Services.
17. Virus means anything or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

2. Acceptance of terms and conditions

2.1 By accessing or using the Azanzi Platform, or submitting an Order Form to Azanzi or an Azanzi reseller the Customer confirms its acceptance of these terms and conditions and agrees to comply with them.

2.2 To the extent these terms and conditions conflict with an Order Form (if applicable), the Order Form shall take precedence.

3. Services and term

3.1 In respect of a Subscriber, Azanzi shall provide the Services to the Subscriber from the Commencement Date for the Subscriber Initial Term, and thereafter this Agreement shall be automatically renewed for successive Subscriber Renewal Terms unless:

1. either party cancels the Subscriber’s subscription through the Azanzi Platform,, before the end of the Subscriber Initial Term or any Subscriber Renewal Term, in which case this Agreement shall terminate upon the expiry of the applicable Subscriber Initial Term or Subscriber Renewal Term; or
2. otherwise terminated in accordance with the provisions of this Agreement.

3.2 In respect of a Free User, Azanzi shall provide the Services to the Free User from the Commencement Date for the Free User Term, unless otherwise terminated in accordance with the provisions of this Agreement.

3.3 Azanzi makes no warranty to the accuracy or availability of the Azanzi Platform, or that the Services will meet the specific requirements of the Customer. However, in respect of Subscribers, Azanzi will use reasonable commercial endeavours to provide the Services to each Subscriber in accordance with Azanzi's Service Level Agreement which is available on the Azanzi Platform. Azanzi will use reasonable commercial endeavours, where possible, to notify Subscribers in advance of any scheduled or unscheduled maintenance that may temporarily impact the Services.

3.4 Customers may use the Azanzi Platform to self-certify against certain industry standards. Azanzi does not verify Customer Data, nor does it carry out any assessment as to whether the Customer does meet such standards. Azanzi makes no warranty to the accuracy or availability of the Customer Data.

3.5 Azanzi is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that there may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

3.6 In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy against Azanzi shall be for Azanzi to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by Azanzi. Azanzi shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party.

4. Customer's obligations

4.1 The Customer shall:

1. Cooperate with Azanzi in all matters relating to the Services, and will provide promptly any information that Azanzi reasonably requires to carry out the Services, and will ensure that any such information is materially accurate and complete;
2. Limit its number of Authorised Users to the number of Authorised Users permitted by the Subscriber's subscription to the Azanzi Platform;
3. Maintain a written, up to date list of current Authorised Users and provide such list to Azanzi within 7 days of Azanzi’s written request at any time or times;
4. Ensure that the Authorised Users use the Services in accordance with the terms of this Agreement and shall be responsible for any Authorised User's breach of this Agreement; and
5. Comply with, and ensure that the Authorised Users comply with, the Azanzi Platform’s terms of use from time to time. Azanzi reserves the right in its absolute discretion to remove access to the Azanzi Platform from any Authorised User who breaches such terms of use.

4.2 The Customer shall not at any time during the term of this Agreement or at any time after its termination:

1. Attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Azanzi Platform in any form or media or by any means;
2. Access all or any part of the Azanzi Platform in order to build a product or service which competes with Azanzi or the Azanzi Platform;
3. Use the Azanzi Platform to provide services to third parties;
4. License, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Azanzi Platform available to any third party except the Authorised Users;
5. Attempt to obtain, or assist third parties in obtaining, access to the Azanzi Platform and/or the content therein, except for the Authorised Users;
6. Introduce or permit the introduction of, any Virus or vulnerability into Azanzi’s network and information systems;
7. Gain or attempt to gain unauthorized access to the Azanzi Platform or infrastructure, or any element thereof, or circumvent or interfere with any authentication or security measures of the Azanzi Platform;
8. Interfere with or disrupt the integrity or performance of the Azanzi Platform;
9. Decompile, disassemble, scan, reverse engineer, or attempt to discover any source code or underlying ideas or algorithms used within the Azanzi Platform; or
10. Access, store, distribute or transmit any material during the course of its use of the Services that:
    1. Is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
    2. Facilitates illegal activity;
    3. Depicts sexually explicit images;
    4. Promotes unlawful violence;
    5. Is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
    6. Is otherwise illegal or causes damage or injury to any person or property;
    and Azanzi reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's access to any material that breaches the provisions of this clause 4.2(g).

4.3 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Azanzi Platform and, in the event of any such unauthorised access or use, promptly notify Azanzi.

4.4 Subject to clause 6, the Customer shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data. The Customer grants to Azanzi a non-exclusive, non-transferable, irrevocable, worldwide, gratuity-free licence to utilize Customer Data, other than personal data, as defined in clause 6, (unless such data has been anonymised or pseudonymised), for its commercial purposes.

5. Charges

5.1 The Subscriber shall pay the Charges to Azanzi for the Services.

5.2 The Subscriber shall on the Commencement Date provide to Azanzi valid, up-to-date and complete credit card details or approved purchase order information acceptable to Azanzi and any other relevant valid, up-to-date and complete contact and billing details and, if the Subscriber provides:

1. Its credit card details to Azanzi, the Subscriber hereby authorises Azanzi to bill such credit card:
   1. On the Commencement Date for the Charges payable in respect of the Subscriber Initial Term; and
   2. On each month or year thereafter (as applicable) for the Charges payable in respect of the next Subscriber Renewal Term;
2. Its approved purchase order information to Azanzi, Azanzi shall invoice the Subscriber:
   1. On the Commencement Date for the Charges payable in respect of the Subscriber Initial Term; and
   2. At least 30 days prior to each anniversary of the Commencement Date for the Charges payable in respect of the next Subscriber Renewal Term,
   and the Customer shall pay each invoice within 30 days of the date of such invoice.

5.3 If Azanzi has not received payment by the due date, and without prejudice to any of Azanzi’s other rights and remedies:

1. Interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of Azanzi’s bankers in the UK from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment; and
2. Azanzi may suspend the Subscriber’s access to the Services until payment has been made in full.

5.4 Azanzi shall be entitled to increase the Charges at the start of each Subscriber Renewal Term upon 30 days' prior notice to the Subscriber.

5.5 All amounts and fees stated or referred to in this Agreement are non-cancellable and non-refundable.

5.6 All amounts due under the Agreement shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

6. Data protection

6.1 The parties agree that they will comply with all applicable data protection and privacy legislation in force from time to time in the UK including the retained EU law version of the General Data Protection Regulation ((EU) 2016/679) (UK GDPR), the Data Protection Act 2018 (and regulations made thereunder) or any successor legislation, and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications).

6.2 The parties further agree that the Services are unlikely to involve the processing of personal data. To the extent that personal data is processed pursuant to this Agreement, the parties agree that the Supplier shall process any personal data as a processor on behalf of the Customer, and the Customer shall be a controller in respect of that personal data. For the purposes of this clause 6, the terms controller, processor, personal data and processing shall have the meaning given to them in the UK GDPR.

6.3 In respect of the Authorised Users, Azanzi will handle personal data in line with its privacy policy.

7. Third party providers

The Customer acknowledges that the Services may enable or assist it to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that it does so solely at its own risk. Azanzi makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the Customer, with any such third party. Any contract entered into and any transaction completed via any third-party website is between the Customer and the relevant third party, and not Azanzi. Azanzi recommends that the Customer refers to the third party's website terms and conditions and privacy policy prior to using the relevant third-party website. Azanzi does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.

8. Intellectual property rights

8.1 The Customer acknowledges and agrees that Azanzi and/or its licensors own all Intellectual Property Rights in the Services. Except as expressly stated herein, this Agreement does not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services.

8.2 Azanzi confirms that it has all the rights in relation to the Services that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Agreement.

8.3 Azanzi may advertise the relationship between Azanzi and the Customer for the purposes of attracting new business, and accordingly the Customer grants an revocable, non-exclusive, non-transferrable licence for Azanzi to use its trademarks, service marks, trade names and logos to advertise the relationship between Azanzi and the Customer. You may revoke such right, at any time, by contacting us at: info@azanzi.co

8.4 Azanzi grants a revocable, non-exclusive, non-transferable licence for the Customer to use its trademarks, service marks, trade names and logo solely for the purposes of sharing a “snapshot” of its self-certified compliance with third-parties via the Azanzi Platform.

8.5 The Customer shall not sub-license, assign or otherwise transfer the rights granted in clause 8.3(b)

9. Indemnity

9.1 The Customer shall defend, indemnify and hold harmless Azanzi, its officers, directors and employees against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer's use of the Services, provided that:

1. The Customer is given prompt notice of any such claim;
2. Azanzi provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer's expense; and
3. The Customer is given sole authority to defend or settle the claim.

9.2 Azanzi shall defend the Subscriber, its officers, directors and employees against any claim that the Subscribers use of the Services in accordance with this Agreement infringes any United Kingdom patent effective as of the Commencement Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Subscriber for any amounts awarded against the Subscriber in judgment or settlement of such claims, provided that:

1. Azanzi is given prompt notice of any such claim;
2. The Subscriber does not make any admission, or otherwise attempt to compromise or settle the claim and provides reasonable co-operation to Azanzi in the defence and settlement of such claim, at Azanzi's expense; and
3. Azanzi is given sole authority to defend or settle the claim.

9.3 No indemnity relating to infringement of any patent, copyright, trade mark, database right or right of confidentiality is given to Free Users.

9.4 In the defence or settlement of any claim, Azanzi may procure the right for the Subscriber to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this Agreement on 2 days’ notice to the Subscriber without any additional liability or obligation to pay liquidated damages or other additional costs to the Subscriber.

9.5 In no event shall Azanzi, its employees, agents and sub-contractors be liable to the Subscriber to the extent that the alleged infringement is based on:

1. A Modification of the Services by anyone other than Azanzi; or
2. The Subscriber’s use of the Services in a manner contrary to the instructions given to the Subscriber by Azanzi; or
3. The Subscriber’s use of the Services after notice of the alleged or actual infringement from Azanzi or any appropriate authority.

9.6 The foregoing and clause 10.3 states the Customer's sole and exclusive rights and remedies, and Azanzi's (including Azanzi's employees', agents' and sub-contractors') entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.

10. Limitation of liability: THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.

10.1 References to liability in this clause 10 include every kind of liability arising under or in connection with this Agreement including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

10.2 By entering into this Agreement, the parties agree that Azanzi (subject to clause 10.4) has no contractual relationship with, or liability to, the Authorised Users under this Agreement whatsoever.

10.3 Subject to clause 10.4, Azanzi’s total liability to the Customer for any loss or damage arising under or in connection with this Agreement shall not exceed the greater of (a) £10,000; and (b) the aggregate of any Charges paid by the Subscriber in the previous 12 months.

10.4 Nothing in this Agreement limits any liability which cannot legally be limited, including liability for:

1. Death or personal injury caused by negligence;
2. Fraud or fraudulent misrepresentation; and
3. Breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

10.5 Nothing in this Agreement limits Azanzi’s right to recover any unpaid Charges and/or interest.

10.6 Nothing in this Agreement excludes the liability of the Customer for any breach, infringement or misappropriation of Azanzi’s Intellectual Property Rights.

10.7 Subject to clause 10.4, Azanzi will have no liability for:

1. Loss of profits.
2. Loss of sales or business.
3. Loss of agreements or contracts.
4. Loss of anticipated savings.
5. Loss of use or corruption of software, data or information.
6. Loss of or damage to goodwill; and
7. Indirect or consequential loss.

10.8 Unless the Customer notifies Azanzi that it intends to make a claim in respect of an event within the notice period, Azanzi shall have no liability for that event. The notice period for an event shall start on the day on which the Customer became, or ought reasonably to have become, aware of the event having occurred and shall expire 6 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

11. Termination

11.1 In respect of Free Users, Azanzi may terminate this Agreement (and access to the Services) with immediate effect for any reason and at any time, by giving written notice to the Free User, or by removing the Free User’s access to the Services.

11.2 In respect of Subscribers, either the Subscriber or Azanzi may terminate the Agreement (and access to the Services) with immediate effect by giving written notice to the other party if:

1. The other party commits a material breach of any term of this Agreement and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so;
2. The other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; or
3. The other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business.

11.3 Without affecting any other right or remedy available to it, Azanzi may terminate the Agreement (and access to the Services) with immediate effect without giving notice to the Subscriber if the Subscriber fails to pay any amount due under the Agreement on the due date for payment.

11.4 On termination of this Agreement, the Subscriber will pay to Azanzi all of Azanzi’s outstanding unpaid invoices and interest, and, in respect of Services supplied but for which no invoice has been submitted, Azanzi may submit an invoice which will be payable immediately on receipt. No refunds will be given for any period of unexpired Term on termination.

11.5 On termination of this Agreement, Azanzi will allow the Customer to electronically retrieve their data for 30 days. After this period, Azanzi may, in its sole discretion, permanently delete any such data in its possession or control, but subject to clause 6, has no obligation to do so.

12. Confidentiality

12.1 The parties agree, during the Term and for two years after the termination or expiry of this Agreement, to not disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party except as permitted than to their professional advisors or as otherwise required by law.

13. General

13.1 Notices. Notices served under this Agreement shall be sent by email to the email address the parties have provided to each other, and such notice shall be deemed served as soon as such email arrives.

13.2 Variation. Azanzi may update and change the terms of this Agreement from time to time. Azanzi will use reasonable endeavours to give the Customer reasonable notice of any major changes.

13.3 Assignment. Neither party may assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of their rights and obligations under this Agreement without prior written approval of the other.

13.4 Third party rights. This Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

13.5 Force Majeure. Neither Party shall be in breach of this Agreement nor liable for damages (including consequential loss) in respect of delay in performing, or failure to perform, any of its obligations under this Agreement if that delay or failure results from a cause of event out of its reasonable control.

13.6 No partnership or agency. Nothing in this Agreement sets up a partnership or joint venture between the parties.

13.7 Entire Agreement. The parties agree that there is no other Agreement in place between them in respect of the Services and any conversations the parties may previously have had in relation to the same subject no longer apply.

13.8 Governing law and jurisdiction. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales and the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement.

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